Common use of SECURITY AND DECLARATION OF TRUST Clause in Contracts

SECURITY AND DECLARATION OF TRUST. 3.1 As continuing first fixed security for the payment or discharge of the Secured Amounts, and subject always to Clause 4 the Issuer with full title guarantee hereby conveys, assigns and transfers by way of security to and in favour of the Note Trustee for itself and on trust for the Noteholders, the Swap Counterparty and for the Expenses Loan Provider: (i) all its right, title, benefit and interest in and to the Series 05-2 MTN Certificate to the extent not validly pledged under the Pledge Agreement, and in and to any payments arising therefrom; (ii) all its right, title, interest and benefit present and future in and to any agreement or document which the Issuer is, or may at any time be, expressed to have the benefit of or to have any rights under or to have any other interest in unless otherwise charged or secured by way of fixed security under this Clause 3.1, (including, without limitation, all supplements and accretions thereto, all rights to receive payment of any amounts which may become payable thereunder and all payments received by the Issuer thereunder and all items expressed to be held on trust for the Issuer thereunder or comprised therein, all rights to serve notices and/or give consents and directions and/or make demands thereunder and/or take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof); (iii) all its right, title, interest and benefit present and future in and to all sums of money which may now or hereafter from time to time to be credited to the Series 05-2 Issuer Accounts or to any bank or other accounts in which the Issuer may at any time have or acquire any right, title, interest or benefit together with all interest accruing from time to time thereon and the debts represented thereby and all its right, title, interest and benefit present and future therein. 3.2 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first fixed sub-charge all of its right, title and interest in the security interests created by the MTN Issuer in favour of the MTN Security Trustee pursuant to the Security Trust and MTN Cash Management Deed dated 23 November 1999 and as supplemented by the Series 05-2 MTN supplement dated 20 September 2005 in respect of the Series 05-2 MTN Certificate. 3.3 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first floating charge the whole of its undertaking and all its property, assets and rights whatsoever, and wheresoever, present and future but excluding any other property or assets from time to time or for the time being effectively charged or sub-charged by way of fixed charge or sub-charge or otherwise effectively pledged under the Pledge Agreement or transferred or assigned by way of fixed security by this Clause 3. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created pursuant to thxx Xxxxxe 3.3. 3.4 The Issuer hereby agrees to give notice to the bank at which the Series 05-2 Issuer Accounts is held in the form of the notice set out in the Schedule. 3.5 Notwithstanding the charges and securities created by or pursuant to this Deed, the Note Trustee, the Swap Counterparty and the Expenses Loan Provider acknowledge that, until receipt of notice to the contrary from the Note Trustee following service of an Enforcement Notice, payments becoming due to the Issuer by the MTN Issuer pursuant to the Series 05-2 MTN Certificate, together with all other monies payable to the Issuer pursuant to any other documents or arrangements to which it is a party, may (in any case) be made to the Issuer in accordance with the provisions of the Series 05-2 MTN Certificate or (as the case may be) the documents or arrangements concerned, and the Issuer may exercise its rights, powers and discretions and perform its obligations in relation to the Charged Property and under the Issuer Related Documents in accordance with the provisions of the Issuer Related Documents or (as the case may be) such other documents or arrangements.

SECURITY AND DECLARATION OF TRUST. 3.1 As continuing first fixed security for the payment or discharge of the Secured Amounts, and subject always to Clause 4 the Issuer with full title guarantee hereby conveys, assigns and transfers by way of security to and in favour of the Note Trustee for itself and on trust for the Noteholders, the Swap Counterparty and for the Expenses Loan Provider: (i) all its right, title, benefit and interest in and to the Series 05-2 4 MTN Certificate to the extent not validly pledged under the Pledge Agreement, and in and to any payments arising therefrom; (ii) all its right, title, interest and benefit present and future in and to any agreement or document which the Issuer is, or may at any time be, expressed to have the benefit of or to have any rights under or to have any other interest in unless otherwise charged or secured by way of fixed security under this Clause 3.1, (including, without limitation, all supplements and accretions thereto, all rights to receive payment of any amounts which may become payable thereunder and all payments received by the Issuer thereunder and all items expressed to be held on trust for the Issuer thereunder or comprised therein, all rights to serve notices and/or give consents and directions and/or make demands thereunder and/or take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof); (iii) all its right, title, interest and benefit present and future in and to all sums of money which may now or hereafter from time to time to be credited to the Series 05-2 4 Issuer Accounts or to any bank or other accounts in which the Issuer may at any time have or acquire any right, title, interest or benefit together with all interest accruing from time to time thereon and the debts represented thereby and all its right, title, interest and benefit present and future therein. 3.2 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first fixed sub-charge all of its right, title and interest in the security interests created by the MTN Issuer in favour of the MTN Security Trustee pursuant to the Security Trust and MTN Cash Management Deed dated 23 November 1999 and as supplemented by the Series 05-2 4 MTN supplement dated 20 September [28] November 2005 in respect of the Series 05-2 4 MTN Certificate. 3.3 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first floating charge the whole of its undertaking and all its property, assets and rights whatsoever, and wheresoever, present and future but excluding any other property or assets from time to time or for the time being effectively charged or sub-charged by way of fixed charge or sub-charge or otherwise effectively pledged under the Pledge Agreement or transferred or assigned by way of fixed security by this Clause 3. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created pursuant to thxx Xxxxxe 3.3. 3.4 The Issuer hereby agrees to give notice to the bank at which the Series 05-2 4 Issuer Accounts is held in the form of the notice set out in the Schedule. 3.5 Notwithstanding the charges and securities created by or pursuant to this Deed, the Note Trustee, the Swap Counterparty and the Expenses Loan Provider acknowledge that, until receipt of notice to the contrary from the Note Trustee following service of an Enforcement Notice, payments becoming due to the Issuer by the MTN Issuer pursuant to the Series 05-2 4 MTN Certificate, together with all other monies payable to the Issuer pursuant to any other documents or arrangements to which it is a party, may (in any case) be made to the Issuer in accordance with the provisions of the Series 05-2 4 MTN Certificate or (as the case may be) the documents or arrangements concerned, and the Issuer may exercise its rights, powers and discretions and perform its obligations in relation to the Charged Property and under the Issuer Related Documents in accordance with the provisions of the Issuer Related Documents or (as the case may be) such other documents or arrangements.

SECURITY AND DECLARATION OF TRUST. 3.1 As continuing first fixed security for the payment or discharge of the Secured Amounts, and subject always to Clause 4 the Issuer with full title guarantee hereby conveys, assigns and transfers by way of security to and in favour of the Note Trustee for itself and on trust for the Noteholders, the Swap Counterparty and for the Expenses Loan Provider: (i) all its right, title, benefit and interest in and to the Series 05-2 05- 1 MTN Certificate to the extent not validly pledged under the Pledge Agreement, and in and to any payments arising therefrom; (ii) all its right, title, interest and benefit present and future in and to any agreement or document which the Issuer is, or may at any time be, expressed to have the benefit of or to have any rights under or to have any other interest in unless otherwise charged or secured by way of fixed security under this Clause 3.1, (including, without limitation, all supplements and accretions thereto, all rights to receive payment of any amounts which may become payable thereunder and all payments received by the Issuer thereunder and all items expressed to be held on trust for the Issuer thereunder or comprised therein, all rights to serve notices and/or give consents and directions and/or make demands thereunder and/or take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof); (iii) all its right, title, interest and benefit present and future in and to all sums of money which may now or hereafter from time to time to be credited to the Series 05-2 1 Issuer Accounts or to any bank or other accounts in which the Issuer may at any time have or acquire any right, title, interest or benefit together with all interest accruing from time to time thereon and the debts represented thereby and all its right, title, interest and benefit present and future therein. 3.2 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first fixed sub-charge all of its right, title and interest in the security interests created by the MTN Issuer in favour of the MTN Security Trustee pursuant to the Security Trust and MTN Cash Management Deed dated 23 November 1999 and as supplemented by the Series series 05-2 1 MTN supplement dated 20 September [__] June 2005 in respect of the Series 05-2 1 MTN Certificate. 3.3 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first floating charge the whole of its undertaking and all its property, assets and rights whatsoever, and wheresoever, present and future but excluding any other property or assets from time to time or for the time being effectively charged or sub-charged by way of fixed charge or sub-charge or otherwise effectively pledged under the Pledge Agreement or transferred or assigned by way of fixed security by this Clause 3. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created pursuant to thxx Xxxxxe thix Xxxxxx 3.3. 3.4 The Issuer hereby agrees to give notice to the bank at which the Series 05-2 1 Issuer Accounts is held in the form of the notice set out in the Schedule. 3.5 Notwithstanding the charges and securities created by or pursuant to this Deed, the Note Trustee, the Swap Counterparty and the Expenses Loan Provider acknowledge that, until receipt of notice to the contrary from the Note Trustee following service of an Enforcement Notice, payments becoming due to the Issuer by the MTN Issuer pursuant to the Series 05-2 1 MTN Certificate, together with all other monies payable to the Issuer pursuant to any other documents or arrangements to which it is a party, may (in any case) be made to the Issuer in accordance with the provisions of the Series 05-2 1 MTN Certificate or (as the case may be) the documents or arrangements concerned, and the Issuer may exercise its rights, powers and discretions and perform its obligations in relation to the Charged Property and under the Issuer Related Documents in accordance with the provisions of the Issuer Related Documents or (as the case may be) such other documents or arrangements.

SECURITY AND DECLARATION OF TRUST. 3.1 As continuing first fixed security for the payment or discharge of the Secured Amounts, and subject always to Clause 4 the Issuer with full title guarantee hereby conveys, assigns and transfers by way of security to and in favour of the Note Trustee for itself and on trust for the Noteholders, the Swap Counterparty and for the Expenses Loan Provider: (i) all its right, title, benefit and interest in and to the Series 0503-2 1 MTN Certificate to the extent not validly pledged under the Pledge AgreementCertificate, and in and to any payments arising therefrom; (ii) all its right, title, interest and benefit present and future in and to any agreement or document which the Issuer is, or may at any time be, expressed to have the benefit of or to have any rights under or to have any other interest in unless otherwise charged or secured by way of fixed security under this Clause 3.1, (including, without limitation, all supplements and accretions thereto, all rights to receive payment of any amounts which may become payable thereunder and all payments received by the Issuer thereunder and all items expressed to be held on trust for the Issuer thereunder or comprised therein, all rights to serve notices and/or give consents and directions and/or make demands thereunder and/or take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof); (iii) all its right, title, interest and benefit present and future in and to all sums of money which may now or hereafter from time to time to be credited to the Series 0503-2 1 Issuer Accounts or to any bank or other accounts in which the Issuer may at any time have or acquire any right, title, interest or benefit together with all interest accruing from time to time thereon and the debts represented thereby and all its right, title, interest and benefit present and future therein. 3.2 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first fixed sub-charge all of its right, title and interest in the security interests created by the MTN Issuer in favour of the MTN Security Trustee pursuant to the Security Trust and MTN Cash Management Deed dated 23 November 1999 and as supplemented by the Series 05series 03-2 1 MTN supplement dated 20 September 2005 [8] April 2003 in respect of the Series 0503-2 MTN Certificate. 3.3 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first floating charge the whole of its undertaking and all its property, assets and rights whatsoever, and wheresoever, present and future but excluding any other property or assets from time to time or for the time being effectively charged or sub-charged by way of fixed charge or sub-charge or otherwise effectively pledged under the Pledge Agreement or transferred or assigned by way of fixed security by this Clause 3. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created pursuant to thxx Xxxxxe 3.3. 3.4 The Issuer hereby agrees to give notice to the bank at which the Series 05-2 Issuer Accounts is held in the form of the notice set out in the Schedule. 3.5 Notwithstanding the charges and securities created by or pursuant to this Deed, the Note Trustee, the Swap Counterparty and the Expenses Loan Provider acknowledge that, until receipt of notice to the contrary from the Note Trustee following service of an Enforcement Notice, payments becoming due to the Issuer by the MTN Issuer pursuant to the Series 05-2 MTN Certificate, together with all other monies payable to the Issuer pursuant to any other documents or arrangements to which it is a party, may (in any case) be made to the Issuer in accordance with the provisions of the Series 05-2 MTN Certificate or (as the case may be) the documents or arrangements concerned, and the Issuer may exercise its rights, powers and discretions and perform its obligations in relation to the Charged Property and under the Issuer Related Documents in accordance with the provisions of the Issuer Related Documents or (as the case may be) such other documents or arrangements.1

SECURITY AND DECLARATION OF TRUST. 3.1 As continuing first fixed security for the payment or discharge of the Secured Amounts, and subject always to Clause 4 the Issuer with full title guarantee hereby conveys, assigns and transfers by way of security to and in favour of the Note Trustee for itself and on trust for the Noteholders, the Swap Counterparty and for the Expenses Loan Provider: (i) all its right, title, benefit and interest in and to the Series 0503-2 MTN Certificate to the extent not validly pledged under the Pledge AgreementCertificate, and in and to any payments arising therefrom; (ii) all its right, title, interest and benefit present and future in and to any agreement or document which the Issuer is, or may at any time be, expressed to have the benefit of or to have any rights under or to have any other interest in unless otherwise charged or secured by way of fixed security under this Clause 3.1, (including, without limitation, all supplements and accretions thereto, all rights to receive payment of any amounts which may become payable thereunder and all payments received by the Issuer thereunder and all items expressed to be held on trust for the Issuer thereunder or comprised therein, all rights to serve notices and/or give consents and directions and/or make demands thereunder and/or take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof); (iii) all its right, title, interest and benefit present and future in and to all sums of money which may now or hereafter from time to time to be credited to the Series 0503-2 Issuer Accounts or to any bank or other accounts in which the Issuer may at any time have or acquire any right, title, interest or benefit together with all interest accruing from time to time thereon and the debts represented thereby and all its right, title, interest and benefit present and future therein. 3.2 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first fixed sub-charge all of its right, title and interest in the security interests created by the MTN Issuer in favour of the MTN Security Trustee pursuant to the Security Trust and MTN Cash Management Deed dated 23 November 1999 and as supplemented by the Series 05series 03-2 MTN supplement dated 20 September 2005 [*] 2003 in respect of the Series 0503-2 MTN Certificate. 3.3 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first floating charge the whole of its undertaking and all its property, assets and rights whatsoever, and wheresoever, present and future but excluding any other property or assets from time to time or for the time being effectively charged or sub-charged by way of fixed charge or sub-sub- charge or otherwise effectively pledged under the Pledge Agreement or transferred or assigned by way of fixed security by this Clause 3. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created pursuant to thxx Xxxxxe 3.3. 3.4 The Issuer hereby agrees to give notice to the bank at which the Series 0503-2 Issuer Accounts is held in the form of the notice set out in the Schedule. 3.5 Notwithstanding the charges and securities created by or pursuant to this Deed, the Note Trustee, the Swap Counterparty and the Expenses Loan Provider acknowledge that, until receipt of notice to the contrary from the Note Trustee following service of an Enforcement Notice, payments becoming due to the Issuer by the MTN Issuer pursuant to the Series 0503-2 MTN Certificate, together with all other monies payable to the Issuer pursuant to any other documents or arrangements to which it is a party, may (in any case) be made to the Issuer in accordance with the provisions of the Series 0503-2 MTN Certificate or (as the case may be) the documents or arrangements concerned, and the Issuer may exercise its rights, powers and discretions and perform its obligations in relation to the Charged Property and under the Issuer Related Documents in accordance with the provisions of the Issuer Related Documents or (as the case may be) such other documents or arrangements.

SECURITY AND DECLARATION OF TRUST. 3.1 As continuing first fixed security for the payment or discharge of the Secured Amounts, and Amounts subject always to Clause 4 4, and excluding any Deferred Subscription Price Amount, the Issuer with full title guarantee hereby conveys, assigns and transfers by way of security to and in favour of the Note Trustee for itself and on trust for the Noteholders, the Swap Counterparty and for the Expenses Loan Provider: (i) all its right, title, benefit and interest in and to the Series 0502-2 MTN Certificate to the extent not validly pledged under the Pledge Agreement1 MTN, and in and to any payments arising therefrom; (ii) all its right, title, interest and benefit present and future in and to any agreement or document which the Issuer is, or may at any time be, expressed to have the benefit of or to have any rights under or to have any other interest in unless otherwise charged or secured by way of fixed security under this Clause 3.1, (including, without limitation, all supplements and accretions thereto, all rights to receive payment of any amounts which may become payable thereunder and all payments received by the Issuer thereunder and all items expressed to be held on trust for the Issuer thereunder or comprised therein, all rights to serve notices and/or give consents and directions and/or make demands thereunder and/or take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof); (iii) all its right, title, interest and benefit present and future in and to all sums of money which may now or hereafter from time to time to be credited to the Series 0502-2 1 Issuer Accounts Account or to any bank or other accounts in which the Issuer may at any time have or acquire any right, title, interest or benefit together with all interest accruing from time to time thereon and the debts represented thereby and all its right, title, interest and benefit present and future therein. 3.2 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 4, the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for Trustee, the Swap Counterparty and the Expenses Loan Provider by way of first fixed sub-charge all of its right, title and interest in the security interests created by the MTN Issuer in favour of the MTN Security Trustee pursuant to the Security Trust and MTN Cash Management Deed dated 23 November 1999 and as supplemented by the Series 05-2 MTN supplement dated 20 September 2005 [___] in respect of the Series 0502-2 MTN Certificate1 MTN. 3.3 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 4, the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for Trustee, the Swap Counterparty and the Expenses Loan Provider by way of first floating charge the whole of its undertaking and all its property, assets and rights whatsoever, and wheresoever, present and future but excluding any other property or assets from time to time or for the time being effectively charged or sub-charged by way of fixed charge or sub-charge or otherwise effectively pledged under the Pledge Agreement or transferred or assigned by way of fixed security by this Clause 3. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created pursuant to thxx Xxxxxe 3.3. 3.4 The Issuer hereby agrees to give notice to the bank at which the Series 0502-2 1 Issuer Accounts Account is held in the form of the notice set out in the Schedule. 3.5 Notwithstanding the charges and securities created by or pursuant to this Deed, the Note Trustee, the Swap Counterparty and the Expenses Loan Provider acknowledge that, until receipt of notice to the contrary from the Note Trustee following service of an Enforcement Notice, payments becoming due to the Issuer by the MTN Issuer pursuant to the Series 0502-2 MTN Certificate1 MTN, together with all other monies payable to the Issuer pursuant to any other documents or arrangements to which it is a party, may (in any case) be made to the Issuer in accordance with the provisions of the Series 0502-2 1 MTN Certificate or (as the case may be) the documents or arrangements concerned, and the Issuer may exercise its rights, powers and discretions and perform its obligations in relation to the Charged Property and under the Issuer Related Documents in accordance with the provisions of the Issuer Related Documents or (as the case may be) such other documents or arrangements. 3.6 The Note Trustee declares itself a trustee of the covenants, undertakings, charges and securities given or created under or pursuant to this Deed for the Noteholders, the Swap Counterparty and the Expenses Loan Provider subject to Clause 4.

SECURITY AND DECLARATION OF TRUST. 3.1 As continuing first fixed security for the payment or discharge of the Secured Amounts, and subject always to Clause 4 the Issuer with full title guarantee hereby conveys, assigns and transfers by way of security to and in favour of the Note Trustee for itself and on trust for the Noteholders, the Swap Counterparty and for the Expenses Loan Provider: (i) all its right, title, benefit and interest in and to the Series 0503-2 3 MTN Certificate to the extent not validly pledged under the Pledge AgreementCertificate, and in and to any payments arising therefrom; (ii) all its right, title, interest and benefit present and future in and to any agreement or document which the Issuer is, or may at any time be, expressed to have the benefit of or to have any rights under or to have any other interest in unless otherwise charged or secured by way of fixed security under this Clause 3.1, (including, without limitation, all supplements and accretions thereto, all rights to receive payment of any amounts which may become payable thereunder and all payments received by the Issuer thereunder and all items expressed to be held on trust for the Issuer thereunder or comprised therein, all rights to serve notices and/or give consents and directions and/or make demands thereunder and/or take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof); (iii) all its right, title, interest and benefit present and future in and to all sums of money which may now or hereafter from time to time to be credited to the Series 0503-2 3 Issuer Accounts or to any bank or other accounts in which the Issuer may at any time have or acquire any right, title, interest or benefit together with all interest accruing from time to time thereon and the debts represented thereby and all its right, title, interest and benefit present and future therein. 3.2 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first fixed sub-charge all of its right, title and interest in the security interests created by the MTN Issuer in favour of the MTN Security Trustee pursuant to the Security Trust and MTN Cash Management Deed dated 23 November 1999 and as supplemented by the Series 05series 03-2 3 MTN supplement dated 20 [ ] September 2005 2003 in respect of the Series 0503-2 3 MTN Certificate. 3.3 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first floating charge the whole of its undertaking and all its property, assets and rights whatsoever, and wheresoever, present and future but excluding any other property or assets from time to time or for the time being effectively charged or sub-charged by way of fixed charge or sub-charge or otherwise effectively pledged under the Pledge Agreement or transferred or assigned by way of fixed security by this Clause 3. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 applies to the floating charge created pursuant to thxx Xxxxxe 3.3. 3.4 The Issuer hereby agrees to give notice to the bank at which the Series 0503-2 3 Issuer Accounts is held in the form of the notice set out in the Schedule. 3.5 Notwithstanding the charges and securities created by or pursuant to this Deed, the Note Trustee, the Swap Counterparty and the Expenses Loan Provider acknowledge that, until receipt of notice to the contrary from the Note Trustee following service of an Enforcement Notice, payments becoming due to the Issuer by the MTN Issuer pursuant to the Series 0503-2 3 MTN Certificate, together with all other monies payable to the Issuer pursuant to any other documents or arrangements to which it is a party, may (in any case) be made to the Issuer in accordance with the provisions of the Series 0503-2 3 MTN Certificate or (as the case may be) the documents or arrangements concerned, and the Issuer may exercise its rights, powers and discretions and perform its obligations in relation to the Charged Property and under the Issuer Related Documents in accordance with the provisions of the Issuer Related Documents or (as the case may be) such other documents or arrangements.

SECURITY AND DECLARATION OF TRUST. 3.1 As continuing first fixed security for the payment or discharge of the Secured Amounts, and subject always to Clause 4 the Issuer with full title guarantee hereby conveys, assigns and transfers by way of security to and in favour of the Note Trustee for itself and on trust for the Noteholders, the Swap Counterparty and for the Expenses Loan Provider: (i) all its right, title, benefit and interest in and to the Series 0504-2 MTN Certificate to the extent not validly pledged under the Pledge Agreement, and in and to any payments arising therefrom; (ii) all its right, title, interest and benefit present and future in and to any agreement or document which the Issuer is, or may at any time be, expressed to have the benefit of or to have any rights under or to have any other interest in unless otherwise charged or secured by way of fixed security under this Clause 3.1, (including, without limitation, all supplements and accretions thereto, all rights to receive payment of any amounts which may become payable thereunder and all payments received by the Issuer thereunder and all items expressed to be held on trust for the Issuer thereunder or comprised therein, all rights to serve notices and/or give consents and directions and/or make demands thereunder and/or take such steps as are required to cause payments to become due and payable thereunder and all rights of action in respect of any breach thereof and all rights to receive damages or obtain other relief in respect thereof); (iii) all its right, title, interest and benefit present and future in and to all sums of money which may now or hereafter from time to time to be credited to the Series 0504-2 Issuer Accounts or to any bank or other accounts in which the Issuer may at any time have or acquire any right, title, interest or benefit together with all interest accruing from time to time thereon and the debts represented thereby and all its right, title, interest and benefit present and future therein. 3.2 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first fixed sub-charge all of its right, title and interest in the security interests created by the MTN Issuer in favour of the MTN Security Trustee pursuant to the Security Trust and MTN Cash Management Deed dated 23 November 1999 and as supplemented by the Series 05series 04-2 MTN supplement dated 20 September 2005 [2] December 2004 in respect of the Series 0504-2 MTN Certificate. 3.3 As continuing security for the payment or discharge of the Secured Amounts and subject always to Clause 4 the Issuer with full title guarantee hereby charges in favour of the Note Trustee for itself and on trust for the Swap Counterparty and the Expenses Loan Provider by way of first floating charge the whole of its undertaking and all its property, assets and rights whatsoever, and wheresoever, present and future but excluding any other property or assets from time to time or for the time being effectively charged or sub-charged by way of fixed charge or sub-charge or otherwise effectively pledged under the Pledge Agreement or transferred or assigned by way of fixed security by this Clause 3. Paragraph 14 of Schedule B1 to the Insolvency Act 1986 Axx 0000 applies to the floating charge created pursuant to thxx Xxxxxe this Clause 3.3. 3.4 The Issuer hereby agrees to give notice to the bank at which the Series 0504-2 Issuer Accounts is held in the form of the notice set out in the Schedule. 3.5 Notwithstanding the charges and securities created by or pursuant to this Deed, the Note Trustee, the Swap Counterparty and the Expenses Loan Provider acknowledge that, until receipt of notice to the contrary from the Note Trustee following service of an Enforcement Notice, payments becoming due to the Issuer by the MTN Issuer pursuant to the Series 0504-2 MTN Certificate, together with all other monies payable to the Issuer pursuant to any other documents or arrangements to which it is a party, may (in any case) be made to the Issuer in accordance with the provisions of the Series 0504-2 MTN Certificate or (as the case may be) the documents or arrangements concerned, and the Issuer may exercise its rights, powers and discretions and perform its obligations in relation to the Charged Property and under the Issuer Related Documents in accordance with the provisions of the Issuer Related Documents or (as the case may be) such other documents or arrangements.